Börsiteade

Pealkiri

Notice of calling the annual general meeting of Enefit Green AS

Teade

The Management Board of Enefit Green AS (hereinafter the Company) (registry code
11184032, located  at Lelle 22, 11318 Tallinn, Harju  county, Estonia) calls the
annual   general   meeting  of  the  shareholders  of  the  Company  on  26 June
2025 at 16.00 (EEST) at Enefit Green's head office (Lelle 22, Tallinn).

The meeting will be held in Estonian.

The  list of shareholders entitled to participate at the general meeting will be
established  7 (seven) days before the general meeting, i.e. on 19 June 2025, as
at the end of the business day of the settlement system of Nasdaq CSD (Estonia).

Registration  of meeting participants begins at the  place of the meeting on the
day  of the meeting  ie. 26 June 2025 at 15.20 and ends at 15.50.  We kindly ask
all  shareholders  and  their  representatives  to  arrive as early as possible,
taking into account the time required for registration of participants.

At  the  registration  for  the  general  meeting, we kindly ask shareholders to
submit the following documents:

 1. shareholders who are natural persons are required to submit their identity
    document; representatives must also submit a valid written authorisation
    document in Estonian or English;
 2. legal representatives of shareholders who are legal persons are required to
    submit their identity document; authorised representatives must also submit
    a valid written authorisation document in Estonian or English. If the legal
    person has not been registered in the Estonian Commercial Register, we
    kindly request submission of a valid extract from the register in which the
    legal person has been registered and under which the representative is
    authorised to represent the shareholder (legal right of representation). The
    extract must be prepared in English or translated into English or Estonian
    by a sworn translator or official equivalent to a sworn translator, be
    verified by a notary, and be legalized or bear an apostille. If the
    authorisation of the legal representative of a shareholder who is a legal
    person of a foreign state is not evident from the extract of the Estonian
    Commercial Register, the Company may register the shareholder who is a legal
    person of a foreign state as a participant in the AGM also in case all
    required information is contained in another document assessed as suitable
    by the Company.

Please present your passport or ID card as an identity document.

Before  the annual general meeting,  we kindly ask the  shareholder to notify of
the  appointment of  a representative  of the  Company or  the withdrawal of the
authorisation granted to the representative by sending a corresponding digitally
signed  power of attorney or a .pdf copy  of the original power of attorney (the
original  power of  attorney must  be submitted  at the  meeting) to  the e-mail
address [email protected]     (mailto:[email protected])    or    by
delivering  the original  power of  attorney in  person on  working days between
9.00 and  16.00 (EEST) to the address Lelle 22, 11318 Tallinn, no later than 25
June 2025 at 12.00 (EEST). A shareholder may use the proxy form available on the
Company's            website            at enefitgreen.ee/en/investorile/avaleht
(https://enefitgreen.ee/en/investorile/avaleht).

According to the resolution of the Supervisory Board of the Company dated 23 May
2025, the  agenda  of  the  annual  general  meeting  and  the  proposals of the
Supervisory Board to the shareholders on the agenda items are as follows:

1. Approval of the Annual Report 2024

Draft resolution:

1.1 Approve the 2024 annual report of Enefit Green AS as presented to the
general meeting.
1.2 Approve the 2024 remuneration report of the Management Board of Enefit Green
AS as an annex to the annual report as presented to the general meeting.

2. Distribution of profit

The consolidated retained earnings of the Enefit Green AS as at 31 December
2024 were 236,502 thousand euros, including net profit for 2024 of 70,268
thousand euros.

Draft resolution:
2.1 Distribute the net profit of Enefit Green AS for the financial year 2024 in
the amount of 70,268 thousand euros as follows:
2.1.1 Transfer 3,513 thousand euros to the mandatory reserve capital.
2.1.2 Transfer 66,755 thousand euros to the retained earnings of previous
periods.

3. Takeover of shares belonging to minority shareholders for monetary
compensation

Draft resolution:

3.1 To approve and carry out the takeover by Eesti Energia AS (registry code
10421629, address Lelle tänav 22, 11318 Tallinn) of the shares of Enefit Green
AS belonging to the remaining shareholders of Enefit Green AS (hereinafter the
"Minority Shareholders") pursuant to § 363(1) and § 363(7) of the Commercial
Code on the following terms and conditions:

3.1.1 The remuneration to be paid to the minority shareholders is EUR 3.40 per
share taken over;

3.1.2 The transfer of the Shares to be taken over from the Minority Shareholders
to Eesti Energia AS and the transfer of the compensation to the Minority
Shareholders will be arranged by the Registrar of Estonian Securities ("EVR") on
the basis of an application by the Management Board of Enefit Green AS. The
Management Board shall submit this application to EVR one month after the
adoption of this resolution. The compensation shall be paid to the Minority
Shareholders simultaneously with the transfer of the shares to Eesti Energia AS.

4. Termination of the listing of the Company's shares on the Nasdaq Tallinn
Stock Exchange

 Draft resolution:

4.1 To terminate the listing of the Company's shares on the stock exchange of
Nasdaq Tallinn AS and to submit a respective application to the Listing and
Supervision Committee of the Stock Exchange.


The  materials of the general meeting (incl. the 2022 - 2024 annual reports, the
report  of  the  authorised  auditor,  the  report of the Supervisory Board, the
takeover report and auditor´s report), the draft resolutions and other documents
submitted to the general meeting in accordance with the law can be viewed on the
website        of        the       Company enefitgreen.ee/en/investorile/avaleht
(https://enefitgreen.ee/en/investorile/avaleht).
The  information required by §-s 294(1) of  the Commercial Code  is published on
the     website     of     the     Company enefitgreen.ee/en/investorile/avaleht
(https://enefitgreen.ee/en/investorile/avaleht).

A  shareholder can ask questions  about the topics on  the agenda by sending the
relevant     questions    to    the    e-mail    address [email protected]
(mailto:[email protected]).

A  shareholder has  the right  to receive  information from the Management Board
about the activities of the Company at the general meeting. The Management Board
may  refuse to provide information  if there is reason  to believe that this may
adversely  affect the interests of  the Company. If the  Management Board of the
Company  refuses to provide  information, a shareholder  may require the General
Meeting  to decide on the lawfulness of  the request or submit, within two weeks
from  the date of the  general meeting, an application  to the court in petition
proceedings, to oblige the Management Board to disclose information.

Shareholders,  whose shares represent at least  1/20 of the share capital of the
Company,  may demand  the inclusion  of additional  items to  the agenda  of the
general meeting, if the corresponding request together with the draft resolution
and  justification has been  submitted no later  than 15 days before the general
meeting,     i.e.     no    later    than    11 June    2025 to    the    e-mail
address [email protected]   (mailto:[email protected]) or   to   the
address: Enefit Green AS, Lelle 22, 11318 Tallinn, Estonia.

Shareholders,  whose shares represent at least  1/20 of the share capital of the
Company,  may submit to the  Company a draft resolution  on each agenda item, by
posting    the    draft    to    the    e-mail   address [email protected]
(mailto:[email protected])   or   to   the  Company's  location  at  Lelle
22, 11318 Tallinn, Estonia. The draft must be submitted in electronic form or by
post  so that it would be delivered to and received by the Company no later than
3 days before the general meeting, i.e. by 23 June 2025 at the latest.

If  voting prior to the  General Meeting, shareholders are  requested to fill in
the     ballot     papers     available    on    the    website    of    Company
enefitgreen.ee/en/investorile/avaleht
(https://enefitgreen.ee/en/investorile/avaleht). When   voting  by  e-mail,  the
completed   ballot   papers   must  be  digitally  signed  and  sent  by  e-mail
to [email protected] (mailto:[email protected]) no later than by 16
June 2025 at 12:00 a.m. When voting by mail, the completed ballot papers must be
signed  by hand  and sent  with a  copy of  the personal data of the signatory's
identity  document by  mail no later  than by  16 June 2025 at 12:00 a.m. to the
address: Enefit Green AS, Lelle 22, 11318 Tallinn, Estonia.
Ballot  papers received after the  above deadline shall not  be considered. If a
shareholder  submits several completed ballot papers,  the ballot paper with the
latest  digital signature time stamp  or time of mailing  shall be deemed valid.
All previously submitted ballot papers shall be deemed invalid.
If  the shareholder who submitted a ballot paper before the General Meeting also
physically  participates in the  General Meeting, all  ballot papers sent by the
shareholder before the General Meeting shall be deemed invalid.

As  the agenda of  the annual general  meeting includes a  decision which is the
basis  for the change in the composition of the supervisory board the minutes of
the general meeting must be notarized, therefore a notary shall also participate
in the annual general meeting.


Further information:
Sven Kunsing
Head of Finance Communications
[email protected]
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